v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Adlumin, Inc.
On November 20, 2024, we acquired Adlumin, Inc. (“Adlumin”) a Washington, D.C. based enterprise-grade security operations platform provider. The aggregate consideration payable at closing of the transaction included $98.7 million in cash and the issuance of up to 1,570,762 shares of our common stock. Additionally, the former Adlumin shareholders have the right to receive $120.0 million in cash in installments of $52.5 million and $67.5 million on the first and second anniversaries of the closing date, respectively, and up to an aggregate of $30.0 million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets for the 2024 and 2025 fiscal years.
The following table summarizes the amounts recognized for the assets acquired and liabilities assumed:
(in thousands)
Current liabilities, net, including cash acquired of $52
$(9,071)
Property and equipment, net182 
Non-current liabilities, net(4,754)
Identifiable intangible assets
Developed technology74,800 
Customer relationships5,400 
Trademarks300 
Goodwill160,498 
Total assets acquired, net$227,355 
The results of operations related to Adlumin since the acquisition date are included in our Consolidated Financial Statements. Of the $120.0 million of deferred consideration, $7.0 million and $7.8 million are contingent upon certain employees’ continued employment on the first and second anniversaries of the closing date, respectively. The amounts associated with continued employment are accounted for as compensation expense for post-combination services. During the year ended December 31, 2025, we paid $6.2 million of such amounts in connection with the first anniversary of the closing date. Of the remaining $105.2 million of deferred consideration, $45.5 million and $59.7 million are required to be paid on the first and second anniversary dates of the closing, respectively, based upon the passage of time and were recorded at fair value as of the date of the transaction. During the year ended December 31, 2025, we paid $45.5 million of such amounts in connection with the first anniversary of the closing date.
At the date of acquisition, the fair value of the deferred consideration was $96.3 million. As of June 30, 2026, the fair value of the deferred consideration, net of payments of $51.7 million, was $64.0 million, resulting in the recognition of expense of $1.7 million and $3.3 million for the three and six months ended June 30, 2026, respectively. We recognized $0.9 million and $1.7 million in general and administrative expense related to the service-based portion of deferred consideration, and $0.8 million and $1.6 million in interest expense related to the time-based portion of the deferred consideration, for the three and six months ended June 30, 2026, respectively.
At the date of acquisition, the fair value of the contingent consideration was $16.6 million. The earn-out arrangement provided for up to $15.0 million in potential cash payments for each of the 2024 and 2025 fiscal years, based upon the achievement of certain performance metrics against defined targets. In June 2025, we made a cash earn-out payment of $5.4 million related to the 2024 fiscal year performance metrics. During the three months ended June 30, 2026, we made a cash earn-out payment of $10.5 million related to the 2025 fiscal year performance metrics, which was the second and final cash earn-out payment. Immediately prior to this payment, the fair value of the remaining contingent consideration was $10.5 million, resulting in the recognition of a loss of $0.3 million and a gain of $0.3 million for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, the contingent consideration has been paid in full.
See Note 6. Fair Value Measurements, Note 7. Accrued Liabilities and Other and Note 11. Commitments and Contingencies for additional information regarding the deferred and contingent consideration liabilities.
We recognize revenue on the acquired products in accordance with our revenue recognition policy as described in Note 2. Summary of Significant Accounting Policies.